Item 15 - CONSIDERATION OF AWARD FOR LAND MANAGEMENT SOFTWARE (LMS)AGENDA ITEM NO. 15
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: December 6, 2022
TO: Mayor and City Council
FROM: David Carmany
City Manager
SUBJECT: CONSIDERATION OF AWARD FOR LAND MANAGEMENT SOFTWARE (LMS)
RECOMMENDATION:
It is recommended that the City Council:
1. Award Request for Proposals ("RFP") No. 11-014 for Land Management Software to Silver Lining
Solutions, LLC to provide implementation of the Accela Civic Platform and associated services;
2. Authorize the City Manager to negotiate and execute any and all agreements necessary for the
acquisition and implementation of the new Land Management Software, including, but not limited
to, a Professional Services Agreement (Attachment No. 1), a Subscription Services Agreement
(Attachment No. 2), a Master Licensing Agreement (Attachment No. 3), and a Master
Subscription Agreement (Attachment No. 4), each with an initial term of up to five years, in such
final form as approved by the City Attorney;
3. Authorize the City Manager to negotiate and execute any amendments to the agreements, in such
form as approved by the City Attorney; and
4. Approve the following resolution:
RESOLUTION NO. 2022-125 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR
COMMENCING JULY 1, 2022 AND ENDING JUNE 30, 2023 (LAND MANAGEMENT
SOFTWARE)
BACKGROUND:
The City is currently using Accela PermitsPlus, which was purchased in the late 1990s and has not been
fully supported since 2008, for plan checks, permits and inspections. An upgrade is necessary to
streamline the development of permits and add new efficiencies, such as online permitting. The
permitting software upgrade will allow the City to become much more efficient in tracking, processing,
and handling of building permits.
In March 2020, the City was awarded a Senate Bill 2 (SB 2) Planning Grant program funds for the
maximum amount of $310,000. Due to the grant, the City issued a Request for Proposals on October 27,
2021 (RFP #11-014) to solicit responses from vendors for anew LMS system. Improving the LMS
system serves the SB 2 eligible Priority Policy Area activities.
DISCUSSION:
With the assistance of the City's consultant, ClientFirst Technology Consulting, all the LMS proposals
received on December 2, 2021 were reviewed and determined to conform to all the material aspects of
the requirements in the RFP. The following preliminary vendor analysis was completed and scored by
City staff team leads in Planning, Building, Finance, and IT:
Criter
JAccela Civic 11
Central Square
q
LAMA
Ed SSoft
9
EnerGov
Weigh
9
Overall capability
38.12%
38.12%
38.76%
38.16%
39.52%
40.00%
Vendor support
20.00%
5.00%
5.00%
2.50%
17.50%
20.00%
Total costs
4.41%
16.18%
20.00%
15.00%
6.61%
20.00%
Vendor's Performance Record
17.14%
15.36%
14.46%
9.11 %
20.00%
20.00%
Total Score
79.68%
74.66%
78.22%
64.77%
83.63%
100.00%
Based on the criteria above, the three (3) vendors with the highest average score were invited to
demonstrate their proposed LMS solution. Vendor demonstrations and staff evaluations were completed
for Accela Civic Platform, Lama Davenport, and Tyler EnerGov to ensure each vendor could provide the
desired services and the financial stability to successfully implement a comprehensive LMS system.
Next, a team of three (3) City staff members (Assistant City Manager, Finance Director, and IT Manager)
along with ClientFirst Technology Consulting evaluated all the vendors in order to select the one who
best meets the overall needs of the City, based primarily on the following criteria (not listed in any order
of importance):
. The overall capability to provide the required software features and capabilities
*Allow online submittals for all divisions (Planning, Building, Engineering, and Fire)
*Ability to provide better customer service to applicants and residents
*Ability for residents to do online records request of issued permits
. The amount of vendor support that will be available for implementation, conversion, training,
ongoing modifications, and software support
. The total cost of the system implementation and ongoing support
. The vendor's performance record to date in meeting the requirements of its existing customers, as
well as the availability of users similar to the City, to allow reference investigation
. The financial stability, longevity, and strength of the vendor
. Ease and intuitive use of software
Based on this thorough review process, Accela Civic Platform was selected as the new Land
Management Software. Staff recommends an initial term of five years on all software license,
maintenance and subscription agreements to implement the new software.
LEGAL REVIEW:
The City Attorney's Office has reviewed the resolution and approved it as to form and will review and
approve as to form all agreements required in connection with the new Land Management Software
(LMS) prior to execution.
OPTIONS:
The City Council has the following options:
1. Approve staffs recommendation; or
2. Provide alternative direction.
Prepared by: Will Trujillo / IT Manager
Fiscal Impact
FISCAL IMPACT:
The total cost of the new software is as follows:
Pricing
One -Time Costs
Initial Cost
1 279,798
Year 2
Year 3
Year 4
Year 5
Annual Software Licensing*
112,994
118,644
124,576
130,805
$137,345
Total
$392,792
$118,844
$124,578
$130,805
$137,345
*Annual Recurring Costs are subject to a yearly 5% increase
The initial startup costs associated with the new software was included as a CIP project in the
FY2022-23 Budget. Annual maintenance fees will come out of the IT Technology fund which receives
revenue through building and planning permits. The proposed budget amendment includes addition of
the grant revenue ($310,000), excess IT cost recovery fee revenue YTD ($16,700) and additional
expenditures ($53,000) to cover the overage in software licensing. The recurring annual costs will be
examined with the current fee study to ensure the revenue stream is sufficient in future years.
Project No.
Fund Name
Account No.
Current
Total
Proposed
Budget
Project
Budget
162 80 7003.7900
Estimate
Amendment
21002
INFORMATION
$279,798
$160,203
$0
TECHNOLOGY
INFORMATIOTECHNOLOGY
162.11.1340.6272
$60,000
$112,994LZ
00
II
Total
$392,792
$273,19700
Attachments
Attachment No.
1 - Professional Services Agreement
Attachment No.
2 - Subscription Services Agreement
Attachment No.
3 - Master Licensing Agreement
Attachment No.
4 - Master Subscription Agreement
Attachment No.
5 - Resolution No. 2022-125
CITY COUNCIL GOALS & OBJECTIVES: Enhance City Image and Effectiveness
Achieve Fiscal Sustainability and Financial Stability
Expand Economic Development Opportunities
ATTACHMENT NO. 1
Land Management System Software RFP#11-014 CONTRACT
Contract for:
Land Management System Software
RFP# 11-014
City of West Covina
CITY ❑E
WEST COVINA
ENHANCING GOVERNMENT
Together we are transforming the way we
serve our communities through improved
efficacy, reliability, and transparency
e-PlanSoft
velosimor
M Accela
Land Management System Software RFP#11-014 CONTRACT
Table of Contents
DocumentManagement Table..........................................................................................................................................3
ContractSubmittal Overview.............................................................................................................................................4
SubmittalNotes.............................................................................................................................
SLSServices Contract.............................................................................................................................
SILVER LINING SOLUTIONS...........................................................................................Errorl Bookmark not defined.
PROFESSIONAL SERVICES AGREEMENT......................................................................................................................5
Software Licensing Agreements.............................................................................................................................
Accela Subscription Services Agreement.......................................................................................................
e-PlanSoft Master Licensing Agreement................................................................................................
Velosimo Master Subscription Agreement................................................................................................
Pricing................................................................................................................................................................................2
Services...................................................................................................................................................................... 2
SoftwareLicensing.....................................................................................................................................................5
OriginalRFP Reference.......................................................................................................................................................6
AppendixG Reference.......................................................................................................................................................6
Appendix: e-PlanSoft Scope of Work detailed...............................................................................................
e-Pla nReview..........................................................................................................................................
ProjectSummary................................................................................................................................................................8
TheSLS and e-PlanSoft Project Team........................................................................................................................8
TheClient Core Project Team....................................................................................................................................9
ProjectMilestones...................................................................................................................................................10
Document Management Table
Version
Date
I Author
Notes
1
Nov 14, 2022
1 Eric Koontz
Initial contract submittal
Land Management System Software RFP#11-014 CONTRACT
Contract Submittal Overview
Submittal Notes
To make the submittal process easier, SLS provides this section for informational purposes only. Upon completion of
the contracting process, it may either be 1) removed as it contains no contractual bearing or 2) retained for
clarification and understanding only.
• The original RFP submittal is included.
• The Accela Subscription Services Agreement is a separate and distinct agreement provided as a separate
document.
• City of West Covina —Accela Civic Platform — Order Form 111022.pdf
• The e-PlanSoft Master Licensing Agreement is a separate and distinct agreement provided as a separate
document.
• The velosimo Master Subscription Agreement is a separate and distinct agreement provided as a separate
document.
• Pricing tables for both services and software licensing are included. Costs were simplified to include all
deliverables and the high -cost estimate was used to derive the 'cost estimate column'. This was done to
remove any ambiguity in cost for the scope and should be confirmed by the Agency as accurate.
o Services
• These specific services deliverables were extracted from the Appendix G and include the
following Tabs:
• G2 —Vendor Hosted One -Time Costs (services costs only)
• G2 — Cloud Host Project Costs (One -Time Costs which are services related)
• H — Interface Costs
• 1 — Conversion Costs
• 1 — Modification Costs
Software Licensing
• These specific services deliverables were extracted from the Appendix G and include the
following Tabs:
• G2—Cloud Host Project Costs (Detailed Software Subscription Pricing)
• Appendix: e-PlanSoft Scope of Work detailed added for clarity of the implementation/Services of e-PlanSoft
Land Management System Software RFP#11-014 CONTRACT
SLS Services Contract
PROFESSIONAL SERVICES AGREEMENT
THIS CONTRACT by and between the City of West Covina, CA (Agency) located at LAddress
L and Silver Lining
Solutions, LLC. (Contractor) 20419 East Mansfield Avenue, Aurora, CO 80013.
RECITALS:
1.1 The Agency desires to use the services of the Contractor for the purposes of providing an implementation
of the Accela Civic Platform, e-P1anSoft Platform, velosimo adapters, and other related services.
1.2 The Contractor has agreed to provide the services outlined in the Contractor's Statement of Work, upon the
terms and conditions set forth in this Contract. The Contractor will perform no service under this Contract
until direction from an authorized Agency employee is issued and received by Contractor.
2 STATION OF WORK: The Contractor shall provide and famish at its own proper cost and expense all materials,
machinery, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to
provide services in strict accordance with the conditions and prices stated in the Contract and other documents;
the Contractor shall do everything required by the Contract.
3 TIME OF COMMENCEMENT AND SUBSTANTIVE COMPLETION: The services to be provided under this
Contract shall commence once the contract is signed, and shall continue through project completion, which
should be no later than approximately 12 months from project commencement.
4 PRICE: The Agency will pay the Contractor for the performance of the services within this Contract, a fixed price of
$279,727.50 professional services work performed as stipulated in the Contractor's Statement of Work. This
pricing does not include any software licensing costs. Should the Agency require additional professional services
that are not explicitly included in the Statement of Work the hourly rate of $165.00 per hour will be applied.
5 CONTRACT DEFINED: This Contract incorporates, herein by reference, the terms and conditions of the
following documents. If there is a conflict among the documents, their terms and conditions shall prevail in the
following order:
5.1 Change Orders
5.2 Services Contract
5.3 Contractor's Statement of Work
6 SERVICE OF NOTICES: All required notices shall be deemed to have been validly given if delivered in person
or by first class mail to the Agency at the following address:
COMPLIANCE WITH THE LAW: This Contract shall be governed and construed in accordance with the laws
of the State of Colorado. Venue and jurisdiction for any court action filed regarding this Contract shall be in
either Arapahoe County Colorado or the United States District Court for Colorado. The Contractor will perform
all obligations under this Contract in strict compliance with all federal, state, and municipal laws, rules, statutes,
charter provisions, ordinances, and regulations, especially sections of the Occupational Safety and Health
Administration (OSHA) regulations, latest revised addition, which provide for job safety and health protection
for workers, applicable to the performance of the Contractor under this Contract. The Agency assumes no duty
to insure that the Contractor follows the safety regulations issued by OSHA.
INSURANCE: The Contractor shall provide to the Agency that it has obtained, at Contractor's own expense, all
required insurance as specified below. Liability insurance, except for Professional Liability (E&O) and Cyber
Liability must be of the occurrence form. Deviations from the requirements listed below must be submitted to
and approved by the Agency.
Land Management System Software RFP#11-014 CONTRACT
8.1 COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY insurance must cover bodily injury, property
damage and personal injury with limits of no less than $1,000,000 per occurrence. The Contractor shall cause
the Agency to be named as an "Additional Insured'.
8.2 PROFESSIONAL LIABILITY & Cyber Liability coverage at not less than $2,000,000 per claim.
8.3 WORKERS' COMPENSATION coverage must be provided, as statutorily required for persons performing
work under this Contract. Contractor must provide Agency with proof of Employer's Liability coverage
with limits of at least $500,000. Contractor shall require any subcontractor hired by the Contractor to
carry Workers' Compensation and Employer's Liability coverage.
8.4 CERTIFICATE OF INSURANCE: As evidence of the insurance coverages required by this Contract, prior to
the effective date of this Contract, the Contractor, and their subcontractors, shall furnish a certificate of
insurance to:
8.5 CONTINUATION OF COVERAGE: The Contractor shall not cancel, or fail to renew insurance coverages.
The Contractor shall notify the Purchasing and Contracts Division of any material reduction or exhaustion of
aggregate limits. Any insurance bearing on adequacy of performance (warranty or guarantee) shall continue
after completion of the contract for the full guaranteed period. If any policy lapses or is canceled before final
payment by the Agency to the Contractor and if the Contractor fails immediately to procure other insurance
as specified, the Agency may deem such failure to be a breach of this Contract.
9 INDEMNITY: The Contractor hereby releases and agrees to indemnify, defend and save harmless the Agency
and its agents from and against all claims, actions, causes of action, demands, judgments, costs, expenses and
all damages of every kind and nature, incurred by and on behalf of any person or corporation whatsoever,
predicated upon injury to or death of any person or loss of or damage to property of whatever ownership,
including the parties to this Contract and their employees, and arising out of or connected with, in any manner,
directly or indirectly, the Contractor's negligent operations.
10 STATUS OF CONTRACTOR: The Contractor shall perform all work under this Contract as an independent
contractor and not as an agent or employee of the Agency. The Contractor will not be supervised by any employee
or official of the Agency nor will the Contractor exercise supervision over any employee or official of the Agency.
The Contractor shall not represent that the Contractor is an employee or agent of the Agency in any capacity.
The Contractor shall supply all personnel, buildings, equipment and materials at Contractor's sole expense.
The Contractor is not entitled to Agency Workers' Compensation benefits and is obligated to pay
federal and state income tax on money earned pursuant to this Contract. This Contract is not exclusive; the
Contractor
may contract with other parties.
11 PROVISIONS CONSTRUED AS TO FAIR MEANING: The provisions of this Contract shall be construed
as to their fair meaning, not for or against any party based upon any attributes to such party of the source
of the language in question.
12 HEADINGS FOR CONVENIENCE: All headings, captions and titles are for convenience and reference only
and of no meaning in the interpretation or effect of this Contract.
13 AGENCY ACKNOWLEDGEMENT: Agency agrees that Contractor may from time to time identify Agency
(with Agency's name, logo, or trademark) as an SLS customer in or on Contractor's website, sales, and
marketing materials, or press releases. Contractor may not use Customer's name, logo, or trademark for any
other purpose without obtaining Agency prior written consent
14 NO IMPLIED REPRESENTATIONS: No representations, agreements, covenants, warranties, or
certifications, express or implied, shall exist as between the parties, except as specifically set forth in this
Contract.
15 NO THIRD PARTY BENEFICIARIES: None of the terns or conditions in this Contract shall give or allow
any claim, benefit, or right of action by any third person not a parry hereto. Any person other than the
Agency or the Contractor receiving services or benefits under this Contract shall be only an incidental
beneficiary.
16 WAIVER: No waiver of any breach or default under this Contract shall be a waiver of any other or subsequent
breach or default.
17 TERMINATION: Either parry may terminate this Contract by giving the other party thirty days written notice
of such termination. The Contractor will then be paid for satisfactory work up to the date of termination. The
Agency may terminate this Contract without cause. Each party may terminate this Contract only for cause.
18 TRANSFERENCE AND AMENDMENTS: The Contractor may not transfer this Contract to a third parry nor
in any way amend this Contract without prior written consent of the Agency.
19 UNLAWFUL EMPLOYEES, CONTRACTORS AND SUBCONTRACTORS: Contractor shall not
knowingly employ or contract with an undocumented immigrant to perform work under this Contract.
Contractor shall not knowingly contract with a subcontractor that (a) knowingly employs or contracts with an
undocumented immigrant to perform work under this Contract or (b) fails to certify to the Contractor that the
subcontractor will not knowingly employ or contract with an undocumented immigrant to perform work under
this Contract.
Signatures
Silver Lining Solutions, LLC.
Agency
Signature:
Signature:
Print Name: Eric A. Koontz
Print Name:
Title: President
Title:
Date:
Date:
Land Management System Software RFP#11-014 CONTRACT
Software Licensing Agreements
This contract includes three distinct software licensing agreements. They are:
• Accela Subscription Services Agreement
• e-PlanSoft Master Licensing Agreement
• velosimo Master Subscription Agreement
The Accela Civic Platform is the primary land management solution.
The e-PlanSoft Platform is the primary electronic plan review solution.
The velosimo adapters are the primary adapter components used to integrate each platform.
Each licensing agreement is included in this contract. For the purposes of clarity, each is in a stand-alone
document ensuring that distinct terms and conditions are isolated and clear for the software licensing that applies.
Accela Subscription Services Agreement
The Accela Subscription Services Agreement is a standalone document. This SaaS agreement is an integral part of
this RFP solution and is an agreement that is executed exclusively between the City of West Covina and Accela Inc.
Reference: Accela-Subscription-Services-Agreement-20201023.pdf
e-P1anSoft Master Licensing Agreement
The e-PlanSoft Master Licensing Agreement is a standalone document. This SaaS agreement is an integral part of
this RFP solution and is an agreement that is executed exclusively between the City of West Covina and e-PlanSoft.
Reference: ePlanSoft Master Licensing Agreement.doc
Velosimo Master Subscription Agreement
The velosimo Master Subscription Agreement is a standalone document. This agreement is an integral part of this
RFP solution and is an agreement that is executed between the City of West Covina and SLS. SLS is an authorized
re -seller of velosimo and as such is authorized to execute this agreement.
Reference: velosimo Master Subscription Agreement.doc
Page I
Land Management System Software RFP#11-014 CONTRACT
Pricing
Services
The following services deliverables are included in the scope of this contract.
Vendor Hosted One -Time Costs
Training Fees
Project Management
Installationllm lementation Fees
Modifications/Enhancements Estimates
$10,560.00
$35,970.00
$123,997.50
Interface Development Estimates
$70,990.00
Conversion Assistance
$29,700.00
Report & Inui Development
$8,580.00
Hardware/System Software estimates, if applicable)
$0.00
Installation if applicabie
$0.00
Other Costs lease list
$0.00
Page 12
Land Management System Software RFP#11-014 CONTRACT
r]
Appendix
MODIFICATON COSTS
Modifications (please list as needed)
Accela Civic Platform Environment Setup
$5,280.00
System Architecture
$1,320.00
Global Configuration
$4,290.00
Configuration - Building Permits
$12,375.00
Configuration - Police Permits
$1,650.00
Configuration - Fire Permits
$6,022.50
Configuration - Public Works I Engineering
$6,600.00
Configuration - Inspections
$5,280.00
Configuration - Planning
$17,490.00
Configuration - Code Enforcement
$2,970.00
Config Accela Insights
$990.00
Config Accela Insights Query and Dashboard Assistance
$1,320.00
Notifications
$1,980.00
Business Process Improvement
$2,640.00
Accela mobile
$1,320.00
Awela Document Management
$1,320.00
Advanced Business Automation 8 Scripting
$6,600.00
Accela Citizen Access Configuration - Rebranding
$4,950.00
Accela Citizen Access Configuration -Advanced
$3,960.00
ACA customer portal Payment Adapter
$6,600.00
User Acceptance Testing
$13,200.00
Pre Go -Live Support
$2,640.00
Go -Live Support
$13,200.00
$123,997.50
Page 13
Land Management System Software RFP#11-014 CONTRACT
Appendix I
CONVERSION COSTS
Coiiiiiiiijiiiiiiiiiil nversions00Cast
Estimate
Address/Parcel Records
Active Planning Projects
$19,800.00
Active Permit Applications
Historical Planning Projects #of Yrs.
Historical Permit Records # of Yrs.
Historical Inspections #of Yrs.
Historical Code Enfomement Cases # of Yrs.
Attachments
$9,900.00
Appendix
INTERFACE COSTS
Inlerfacesllnte relions
Cashiering &Online Payments - Quadrant
Cost Estimate
Land Management System
$9,900.00
Parcel/Address Management
Assessor's Database
$2,640.00
ESRI ArcGIS Online.
$7,920.00
Electronic Content Management Systems
$3,960.00
Others
Enterprise Financial System
$4950.00
Electronic Content Management Systems
$0.00
Electronic Plan Reviews
$25,000.00
Accela Civic Platform-e-PlanREVIEW Velosimo Connector
$12,000.00
CSLB Interface
$2,310.00
Email Integration
$990.00
Single Sign -On - Active Directory
$1,320.00
Page 14
Land Management System Software RFP#11-014 CONTRACT
Software Licensing
The following software and associated annual recurring costs are included in the scope of this contract.
Detailed Software Subscription Pricing and Information
Please List ApplicadonsModules- Add Rows as Necessary)
Annual Recurring Costs
are subject to a yearly
3%increase
Accela Civic Platform - all inclusive
$59,744.00
Electronic Plan Submittal and Review
$31,250.00
Recurring Annual Maintenance/Subcription Fees -Velosimo Laserfiche (SaaS)
$12,000.00
Accela Civic Platform-e-PlanREVIEW Velosimo Connector
$10,000.00
Sub -Totals
$112,994.00
Page 15
Land Management System Software RFP#11-014 CONTRACT
Original RFP Reference
W Covina CA RFP
11-0014 SLS Respon
Appendix G Reference
The following updated version of Appendix G was provided on August 1, 2022. This was the final pricing that
included the e-PlanSoft EPR that was selected by West Covina for contracting.
I*
West Covina LMS -
RFP - e-PlanSoft Plat
Page 16
Land Management System Software RFP#11-014 CONTRACT
Appendix: e-P1anSoft Scope of Work detailed
e-P1anReview
e-PlanREVIEW (EPR) is an industry -leading, cloud based collaborative platform for team -based design review and
permitting. The platform is designed by industry experts for architectural, engineering, and construction (AEC)
companies, as well as state, county, and municipal agencies tasked with code compliance and enforcement.
EPR improves results and lowers the cost of doing business in both the private and public sectors by replacing
printing, shipping, and storage expenses of paper plans with convenient online document uploads and concurrent,
collaborative web -based electronic plan reviews.
This Scope of Work describes our cloud -hosted deployment of e-PlanREVIEW (EPR). After completion of this
project, EPR will provide the following functionality:
1. Create and manage basic permit data, plan review documents and plan review assignments in EPR.
a. Incoming plan review documents are evaluated by our Scout PDF Inspector.
b. Documents not approved by PDF Scout Inspector Tool (PDF Scout) will not be accepted for
electronic plan review.
2. Route incoming plan review documents to the appropriate departments/users.
3. Conduct web -based, simultaneous plan reviews.
4. Complete each plan review assignment by choosing either 'acceptance' or 'resubmit' status.
5. Generate template Correction Reports.
6. Return 'reviewed plans', correction reports and any supporting document to the Applicant.
7. Notify staff members when all plan review assignments have been completed.
8. Ability to download approved plans to your network for long-term retention.
9. Intake 'corrected plan sets' from the Applicant for back check.
a. Associate existing markups and comments to the most recent document version.
b. Reset existing assignments to a 'Not Started' status.
10. Apply electronic 'stamps' to the reviewed plans, as appropriate.
11. Utilize EPR for paper plan reviews.
Page 17
Land Management System Software RFP#11-014 CONTRACT
Project Summary
This Statement of Work (SOW) sets forth the scope and definition of the consulting/professional services, work
and/or project (collectively, the "Services") to be provided by e-PlanSoftTM ("e-Plan") to the Agency, for a cloud
hosted deployment of e-PlanREVIEW (EPR).
At the core of that plan is a detailed Project Schedule Timeline that includes the activities for the project, the
resources required to perform those activities, and the schedule for completing them including critical
dependencies. The Project Schedule Timeline will be provided to the Client following the project kickoff meeting.
We have provided this preliminary statement of work based on current understanding of the activities necessary
to produce the required deliverables; we will refine our plan with the Client to ensure activities are clearly defined,
to review timeframes, and to ensure each activity reflects an appropriate level of detail. Each activity will be
owned by person(s) who are responsible for ensuring it is completed successfully. The project plan will be updated
regularly throughout the course of the project and communicated to all participants and stakeholders via email.
It is important to identify the project's critical path after the detailed project plan has been developed and prior to
the start of the project. The project's critical path is the longest sequential set of activities that must occur in order,
based on identified dependencies. The combined end -to -end duration of activities represents required project
duration and the project's critical path. This does not account for activities that may occur in parallel, but do not
contribute to the project's critical path.
The project team will schedule conference calls for the project activities. In addition, an updated schedule and an
updated progress report that includes the following will be provided:
• Activities completed within the current reporting period.
• Activities planned for the next reporting period.
• Updated schedule including milestones and their statuses (originally scheduled date, current target
date, and the number of changes to the date).
• Issues or problems requiring resolution.
• The status of any changes that affect scope, cost, or schedule. Any work affecting cost will be done only
with written consent from the Client.
The SLS and e-P1anSoft Project Team
The following personnel will be assigned to ensure the successful completion of this project for the Client:
Project Manager
Responsible for overseeing all aspects of the solution, both from a business and technical perspective. Responsible
for a -Plan project management activities and creating project management deliverables. Primary point of contact
with the Client's Project Manager and responsible for providing status and issue reports to the Client.
Implementation Consultant
Assists with product configuration and participates in end user training sessions
Technical Support
Provides expertise on the solution architecture, business analysis and facilitates communication between client
support requests and the product engineers.
Page 18
Land Management System Software RFP#11-014 CONTRACT
The Client Core Project Team
Dedicated involvement of the following Client personnel will ensure the successful completion of this project for
the Client. Some overlap in staff responsibilities in the chart below, is understood.
The core team should be comprised of subject matter experts (SME's).
Project Managers
Individual(s) with extensive knowledge of the Client's permit intake and assignment distribution requirements.
Project Coordinators
Individuals who perform permit intake, counter reviews and may be responsible for distributing plan review
assignments. Individuals who prepare deliverable packages with the reviewed plans and correction report(s) for
return to the applicant.
Department/Group Manager(s)
Individuals who manage plan review staff and may be responsible for distributing plan review assignments for their
staff and may be responsible for generating deliverable packages with the review plans and correction report(s) for
return to the applicant.
Plan Reviewers
Individuals who conduct plan review and may be responsible for generating the correction report for return to the
applicant.
Contributors
Individuals who will collaborate with the Reviewers to discuss/respond to issues, but who will not conduct plan
review.
Estimated level of efforts for Agency staff during project implementation
Kickoff and Project Launch meeting
2-3 hours for core team
Discovery and data collection
35-55 hours for core team per department/section/group (e.g., Building, Planning, Public Works)
Configuration
2 hours if EPR is building the entire solution 8-24 hours if Agency Admins is participating in building solution
Admin Training
3 hours of training for admin users
Intake Training
3 hours of training for intake clerks
Reviewer Training
3 hours of training for plan reviewers
User Acceptance Testing
25-60 hours per user participating in acceptance testing for each department/section/group (e.g., Building,
Planning, Public Works)
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Go Live Support
2-8 hours for core team meetings
Hand off to Support Team
1-2 hours for core team
Project Milestones
The milestone solution implementation has become a common practice in the industry to address critical business
needs quickly and mitigate the risks associated with what has been termed "big bang' approaches that attempt to
do too much too soon.
The milestones included in the schedule of work, and outlined in more detail below are:
1.Contract Acceptance
2. Implementation
3. Go Live
Agency Acceptance Criteria
Upon the provision of Milestone completion signoffs, the Client is responsible for either accepting the milestone as
complete or providing grounds for non -acceptance within 10 days of delivery. Non -correspondence will result in
the de -facto acceptance of the milestone or could result in change orders due to additional project time required
which is out of scope for this project.
Milestones
Contract Acceptance
Upon signature of the contract, the first milestone is complete. Following formal acceptance of the
Contract/Purchase Order, the a -Plan project manager will coordinate the Project Kickoff and Launch meetings with
the Client.
Implementation
Project Kickoff and Launch
The project kickoff meeting is a formal meeting that includes Client project stakeholders, Client executives, Client
staff as well as the a -Plan Sales and project team members.
During this 2-hour presentation, we will review the high-level project plan, discuss the short, and long-term goals,
and generally describe EPR.
This open forum is an excellent opportunity for the Client executives to 'rally' the staff and set expectations for the
what the finished implementation will deliver.
In the Project Launch meeting, the a -Plan project manager and core Client personnel shall meet remotely to
discuss the following.
1. Identify the Project Manager who has deep expertise in the Client's internal processes regarding permitting and
plan review. This individual will be responsible for ensuring all deliverables are provided to the a -Plan Team on
schedule, coordinating time with the Client subject matter experts as well as coordinating user training and
product rollout/go live. The desired go/live date will be confirmed in the kickoff meeting.
2. Review terminology regarding project workflow status, assignment status, document cycles, etc. used in-house
is identified to ensure that EPR is configured to use the same terminology.
3. Another item for discussion will be to define how and where electronic documents will be archived for long term
retention.
4. Identify the Client's subject matter experts (the project team) who will participate in the product configuration
and user acceptance testing (UAT).
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5. Discuss and confirm the Project Timeline schedule for each milestone and all deliverables.
6. Confirm the schedule for remote project meetings.
7. Discuss the Discovery Deliverables (see below) that the Client will need to gather.
SLS and e-PlanSoft Responsibilities:
• Provide timely and appropriate responses to Agency's request for information
• Coordinate project planning activities
• Complete Baseline Project Plan, Project Status Report Template, and Project Initiation Presentation deliverables
with input from appropriate Agency resources
Agency Responsibilities:
• Identify and set expectations with key resources and subject matter experts for ongoing participation in the
project
• Provide timely and appropriate responses to e-PlanSoft requests for project planning input and meeting logistics
requests
• Provide meeting facilities for Virtual Kickoff and other remote activities
Discovery
Following the project kick off presentation, the Discovery milestone is dedicated to collecting information needed
for configuring the products to conduct the training and rollout of EPR.
It has several steps and components:
The Client shall gather the following deliverables", listed below, in the format provided by SLS and e-PlanSoft. This
information will be used to configure EPR and user acceptance testing (UAT).
1. List of all records/applications/projects/permits.
2. An updated staff organizational chart for the departments/agencies involved in the project.
3. Usernames, user roles, department/agency affiliation, user email and phone number.
4. A sample representative document(s) for the Correction Report letter in Word format.
5. A representative sample of electronic stamps (saved in .PNG format) for use by the EPR plan reviewers.
a. PNG images with transparent backgrounds are recommended.
6. Standard Comments/Checklists in Excel format to be uploaded into the EPR Standard Comment Library, via an
XLS template provided by a -Plan.
7. A Client email account (for example: donotreply@domainname.com) that EPR can use to send automated
emails to Client staff (email notification alerts). Requires opening firewall port 25.
SLS and e-PlanSoft Responsibilities:
• Provide EPR expertise
Agency Responsibilities:
• Provide lists of requested data
Configuration
Tasks include:
1. Creation of User accounts, no more than 25 created
2. Confirm the EPR groups (departments/agencies), no more than 5 created.
3. Configure the EPR application and project type lists, no more than 5 created.
4. Configure Correction Report template, no more than 1 created.
5. Upload standard comments into the EPR Comment Library, no more than 100 created.
6. Configure the EPR color scheme 'branding' and login page landing image.
7. Upload Electronic stamps (.PNG format) and assign them to the appropriate Reviewers, no more than 5 created.
8. Confirm/configure the EPR permission settings.
9. Enter the Client email account that EPR will use to send automated emails to Client staff. For example:
DoNotReply@Clientdomain.org
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10. Create sample projects and upload sample plans for training of Client staff. Plans shall meet electronic
submittal requirements.
During the completion of this milestone, the Client will validate that configuration for EPR is complete. The project
schedule will be updated to indicate the completion of the Configuration milestone.
AS and e-PlanSoft Responsibilities:
• Complete EPR Configuration
Agency Responsibilities:
• Validate EPR Configuration
Training
SLS and e-PlanSoft will provide comprehensive training for EPR users per the course outline below.
Training is offered as follows:
EPR training for Administrators:
User accounts, permissions, configuration.
EPR Administrators
1 Session
EPR training for Reviewers:
Performing plan review.
Plan review using paper -based plans. Preparing Correction reports and project deliverables.
Reviewers, Group managers, Permit QA Supervisors.
2 Sessions
Training Materials
EPR online help can be accessed from within the products by selecting the help icon. Several training videos for
users of the EPR Review page are available.
Training Environment
To facilitate the best possible experience for web training, user should have available:
1. Workstations/laptop for each trainee
a. Latest version of Chrome.
b. 27-inch monitors.
2. A communication device such as a phone, headset, or microphone and speakers.
3. A maximum class size of 15 users is recommended to complete the training in the time allotted.
Once training has been completed, this milestone will be complete.
The project schedule will be updated to indicate the completion of the Training milestone.
User Acceptance Training (UAT)
In this milestone, the core project team will devote a dedicated period to test the full process from end to end in
EPR. Requirements on the Agency for UAT testing is typically .5-1 hour of testing per record/permit type.
The desired goal is to confirm the configuration is working properly.
UAT For EPR
Testing EPR includes the following:
1. Submitting the project in EPR
2. Confirming optical character recognition (OCR) of the sheet numbers on the incoming plans.
3. Performing plan review including adding comments, markups, stamps, measurements.
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Land Management System Software RFP#11-014 CONTRACT
4. Generating a Correction Report.
S. Preparing a deliverable package.
6. Sending deliverable package from EPR to applicant.
7. Resubmitting plans in EPR.
8. Accepting and routing the next submittal to the plan reviewers.
9. Stamping the final approved set of plans.
10. Downloading the approved final set for long term retention.
11. Sending the Approved deliverable from EPR to applicant
12. Closing the project record
The Client needs to test every record and workflow process to be successful.
During User Acceptance testing, the Agency can expect to spend .5-1 hour per person, per record for testing all the
EPR processes. For example, if an Agency has 50 permit types to test it will take one person anywhere from 25
hours (3 days) to 50 hours (1.25 weeks).
SLS and e-PlonSoft Responsibilities:
• Provide timely responses to Agency's UAT bugs and questions
• Fix all go -live critical bugs and log bugs not being fixed and provide a mitigation plan on when bug will be
resolved
Agency Responsibilities:
• Identify Test cases for UAT
• Perform UAT and provide signoff
Once UAT has been completed, this milestone will be complete.
The project schedule will be updated to indicate the completion of the UAT milestone.
Go Live
Soft Launch for Targeted Clients
We recommend a soft launch approach as the Client rolls out to a targeted number of your constituents who have
attended the ACA training session. This will provide some time for everyone to settle in and get comfortable with
the process changes, after which the Client can expand the offering on more clients in a managed schedule.
Communication
Schedule communication event Client wide re: electronic plan review acceptance. Announce a Go -Live date and
update the Client website.
This completes the implementation of the project. All milestone deliverables are complete.
Key Assumptions
1. The Client shall provide the required documentation for configuring the product as specified in this SOW.
2. The a -Plan Project Manager and Client POC will schedule calls as required for this project.
3. The Client commits the necessary staff and dedicated resources be available for the agreed upon project
schedule Timeline.
4. Delays to the project caused by staff unavailability will negatively impact the project schedule.
Plan Review Workstations
1. EPR is supported on the Chrome and EDGE browsers although Chrome is the preferred browser.
2. EPR requires popups to be enabled for the specific domain to which EPR is deployed. (Any Client policy to
disable browser popups must be allowed for your EPR URL.)
3. We recommend that Adobe Reader be installed on workstations.
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Land Management System Software RFP#11-014 CONTRACT
4. EPR Reviewers should have at minimum, two 27" + inch monitors running in high definition (1920 I080p). A
graphics card capable of supporting two 27-inch+ monitors is recommended.
Permit Intake Workstations
1. EPR is supported on the Chrome and EDGE browsers although Chrome is the preferred browser.
2. EPR requires popups to be enabled for the specific domain to which EPR is deployed. (Any Client policy to
disable browser popups must be allowed for your EPR URL.)
3. We recommend that Adobe Pro be installed on the Permit Intake workstations.
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ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this "Agreement") is entered into as of the date of the
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EAccela
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f_1>>I[If-A4I1KAMA
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AGREEMENT.
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in any application or environment where failure could cause personal injury, loss of life, or other
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therein. Except as otherwise specified in the applicable Order, (a) all Subscription Services will
automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless
either party gives the other at least sixty (60) days' notice of non -renewal before the end of the relevant
Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with
Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela shall
provide Customer notice prior to the renewal of the Subscription Period. In the event of any non -
renewal or other termination, Customer's right to use the Subscription Services will terminate at the end
of the relevant Subscription Period.
11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription
Services license granted hereunder for cause upon thirty (30) days' written notice to the other party of a
material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either
party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela
may, at its sole option, suspend Customer's or any Authorized User's access to the Subscription Services,
or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an
Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an
Authorized User is using the Subscription Services in a way that violates this Agreement and could
expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to
do so by law or court order or; (iv) Customer's payment obligations are more than ninety (90) days past
due, provided that Accela has provided at least thirty (30) days' notice of such suspension for delinquent
payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of
unused, pre -paid fees.
11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty
(30) calendar days following the end of Customer's final Subscription Period, upon Customer's request
Accela provided Customer Data and associated documents in a database dump file; provided that
Customer pays (a) all costs of and associated with such copying, as calculated at Accela's then -current
time -and -materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights
20201023
EAccela
granted to Customer with respect to Subscription Services and intellectual property will immediately
terminate; and (iii) Accela's obligation to provide any further services to Customer under this Agreement
will immediately terminate, except as mutually agreed between the parties. If the Subscription Services
are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes,
including the deletion of Customer Data from systems directly controlled by Accela. Accela's current
Data Storage Policy can be accessed www.accela.com/terms/.
11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8
(Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General
Provisions) will survive any termination or expiration of this Agreement
12. GENERAL.
12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three
days after sending registered, return receipt requested, post or; (iii) one day after sending by
commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing
when entering into this Agreement or establishing Customer's account for the Subscription Services.
12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by
the laws of the State of California without regard to its conflict of laws provisions. The exclusive
jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and
federal courts located in the Northern District of California and each of the parties hereto waives any
objection to jurisdiction and venue in such courts.
12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect
to its activities under this Agreement including, but not limited to, export laws and regulations of the
United States and other applicable jurisdictions. Further, in connection with the services performed
under this Agreement and Customer's use of the Subscription Services, the parties agree to comply
with all applicable anti -corruption and anti -bribery laws, statutes and regulations.
12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law
or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld.
Any attempted assignment or transfer, without such consent, will be null and void. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors
and permitted assigns.
12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly
announce the existence of the business relationship between parties without disclosing the specific
terms of the Agreement.
12.6 Miscellaneous. No failure or delay by either parry in exercising any right under this Agreement will
constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision
of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be
modified by the court and interpreted so as best to accomplish the objectives of the original provision to
the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Accela will not be liable for any delay or failure to perform under this Agreement to the extent such
20201023
OAccela
delay or failure results from circumstances or causes beyond the reasonable control of Accela. This
Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar
relationship between the parties. This Agreement, including any attachments hereto as mutually agreed
upon by the parties, constitute the entire agreement between the parties concerning its subject matter
and it supersedes all prior communications, agreements, proposals or representations, written or oral,
concerning its subject matter. No modification, amendment, or waiver of any provision of this
Agreement will be effective unless in writing and signed by a duly authorized representative of each
party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any
language to the contrary, no additional or conflicting terms or conditions stated in any of Customer's
purchase order documentation or otherwise will be incorporated into or form any part of this
Agreement, and all such terms or conditions shall be null and void.
20201023
F-11A _[a:ILTA l=1Z1119ki MW
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E-PLANSOFT SUBSCRIPTION TERMS AND CONDITIONS
MASTER LICENSING AGREEMENT
e-Plan, Inc. ("Licensor") is a provider of electronic plan review software as a service ("EPR"). As
used herein, "EPR" includes all of Licensor's software products, including without limitation e-
PlanREVIEW.
This non-exclusive Master Licensing Agreement ("MLA"), entered into between Licensor and
West Covina, CA ("Licensee"), governs Licensee's use of the EPR.
Licensor and Licensee ("the Parties") may enter into one or more separate agreements, Sales
Orders, or other arrangements whereby Licensor will provide Licensee with a subscription to the
EPR. In all cases, however, as to the EPR, the terms of this MLA shall control and prevail over any
conflicting terms or conditions.
1.0. Contract Documents. This MLA incorporates Licensor's Statement of Work dated
, and also incorporates the attached Sales Order form in its
entirety, including its exhibits, Exhibit A "Scope of Service" and Exhibit B "Software as a
Service (Saas) Service Level Agreement." This MLA also incorporates any future Sales
Orders entered into by the Parties during the term of this MLA.
2.0. Key Definitions
2.1. "Service" means, collectively, Licensor's EPR and SaaS (software as a service)
products, maintenance updates, online documentation, and technical support
materials. The Service is provided to Licensee on the basis of a non-exclusive
license only, and subject to the subscription terms set forth in the applicable
Sales Order. No perpetual license is granted to Licensee when using Service.
2.2. "Sales Order" means any form of agreement, including without limitation a
written contract, proposal, estimate, quote, renewal notification, or purchase
order, pursuant to which Licensor provides Licensee with a subscription to the
Service. For Licensee to obtain a valid subscription, the corresponding Sales
Order must set forth a defined number of unique Users and a defined period of
time in which the subscription will be in effect.
2.3. "User" or "Users" means individuals who are authorized by Licensee to use the
Service, and who have been supplied unique user identifications and passwords.
2.4. "Licensee Data" means all electronic data or information submitted to and
stored in the Service by Users.
3.0. Non -Exclusive License and Licensor Intellectual Property Rights. Licensee's access to
and use of the Service shall be on the basis of a non-exclusive license only. All rights,
title and interest in and to the Service (including without limitation all intellectual
property rights therein and all modifications, extensions, customizations, scripts or
other derivative works of the Service provided or developed by Licensor) are owned
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exclusively by Licensor. Except as provided in this MLA, the rights granted to Licensee do
not convey any rights in the Service, express or implied, or ownership in the Service or
any intellectual property rights thereto. Licensee grants Licensor a royalty free,
worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and
incorporate into the Service (without attribution of any kind) any suggestions,
enhancement request, recommendations, proposals, correction or other feedback or
information provided by Licensee or any Users related to the operation or functionality
of the Service. Any rights in the Service or Licensor's intellectual property not expressly
granted herein by Licensor are reserved by Licensor. Licensee agrees not to display or
use the Licensor trademarks, logos, and service marks in any manner without Licensor's
express prior written permission. The trademarks, logos and service marks of Third -
Party Application providers ("Marks") are the property of such third parties. Licensee is
not permitted to use these Marks without the prior written consent of such Third -Party
which may own the Mark.
4.0. Access to the Service by Designated Users. Licensee will purchase a subscription to the
Service for a particular number of Users, to be specified in the applicable Sales Order.
Licensee will specify and assign a unique User name for each authorized User. Each User
login is for the designated User only, and cannot be shared or used by more than one
User.
4.1. Alterations to User Accounts. If the Licensee chooses to deactivate a User
account, create a new account for a new User, or re -activate an existing
account, Licensee may do so as long as Licensee does not exceed the total
number of authorized Users.
4.2. Unauthorized Access. Licensee will use commercially reasonable efforts to
prevent unauthorized access to or use of the Service and will promptly notify
Licensor of any unauthorized access or use of the Service and any loss or theft
or unauthorized use of any User's password or name and/or Service account
numbers.
4.3. Audit of Authorized Users. Licensee will maintain reasonable business practices
and records necessary to ensure that the number of Users is in compliance with
this MLA and any applicable Sales Orders, and Licensor at its sole discretion
reserves the right to request Licensee records to verify such compliance. The
Licensee will notify Licensor if any additional Users will be added to use the
Service. Licensee must obtain additional Sales Order(s), or a signed written
modification to existing Sales Order(s), in order to increase the total number of
authorized Users. If Licensor determines that Licensee has more Users than
authorized, the fees for additional Users become immediately due.
5.0. General Terms of Service. Licensee and its Users may only use the Service to perform
electronic plan review, as advertised and outlined on Licensor's website. Licensee is
responsible for all activities conducted under its User logins and for its Users' compliance
with this MLA. Licensee's use of the Service will not include service bureau use,
outsourcing, renting, reselling, sublicensing, concurrent use of a single User login, or time-
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sharing of the Service. Licensee will not, and will not permit any third party within its
control to: (a) copy, translate, create a derivative work of, reverse engineer, reverse
assemble, disassemble, or decompile the Service or any part thereof or otherwise
attempt to discover any source code or modify the Service in any manner or form unless
expressly allowed in Licensor's user guides; (b) access or use the Service to circumvent or
exceed Service account limitations or requirements; (c) use the Service for the purpose of
building a similar or competitive product or service, (d) obtain unauthorized access to the
Service (including without limitation permitting access to or use of the Service via another
system or tool, the primary effect of which is to enable input of requests or transactions
by other than authorized Users); (e) use the Service in a manner that is contrary to
applicable law or in violation of any third -party rights of privacy or intellectual property
rights; (f) intentionally publish, post, upload or otherwise transmit Licensee Data that
contains any viruses, Trojan horses, worms, time bombs, corrupted files or other
computer programming routines that are intended to damage, detrimentally interfere
with, surreptitiously intercept or expropriate any systems, data, personal information or
property of another; or (g) use or permit the use of any tools in order to probe, scan or
attempt to penetrate or benchmark the Service. Licensee will comply with all applicable
local, state, federal, and foreign laws, treaties, regulations, and conventions in connection
with its use of the Service, including without limitation those related to privacy, electronic
communications and anti-spam legislation. Licensee will comply with the export laws and
regulations of the United States and other applicable jurisdictions in using the Service and
obtain any permits, licenses and authorizations required for such compliance. Without
limiting the foregoing, (i) Licensee represents that it is not named on any U.S. government
list of persons or entities prohibited from receiving exports, (ii) Licensee will not permit
Users to access or use the Service in violation of any U.S. export embargo, prohibition or
restriction, and (iii) Licensee will comply with all applicable laws regarding the
transmission of technical data exported from the United States and the country in which
its Users are located. Licensee will not send any Electronic Communication from the
Service that is unlawful, harassing, libelous, defamatory or threatening. Except as
permitted by this MLA, no part of the Service may be copied, reproduced, distributed,
republished, displayed, posted or transmitted in any form or by any means. Licensee
agrees not to access the Service by any means other than through the interfaces that are
provided by Licensor. Licensee will not do any "mirroring" or "framing" of any part of the
Service, or create Internet links to the Service which include log -in information, User
names, passwords, and/or secure cookies. Licensee will not in any way express or imply
that any opinions contained in Licensee's Electronic Communications are endorsed by
Licensor. Licensee will ensure that all access and use of the Service by Users is in
accordance with the terms and conditions of this MLA. Any action or breach by any of
such User will be deemed an action or breach by Licensee.
6.0. Transmission, Maintenance, and Confidentiality of Data
6.1. Transmission of Data. Licensee understands that the technical processing and
transmission of Licensee's Electronic Communications (including any transfer of
signs, signals, text, images, sounds, data or intelligence of any nature
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transmitted in whole or part electronically received and/or transmitted through
the Service) is fundamentally necessary to use the Service. Licensee is
responsible for securing DSL, cable or another highspeed Internet connection
and up-to-date "browser' software to utilize the Service. Licensee expressly
consents to Licensor's interception and storage of Electronic Communications
and/or Licensee Data, and Licensee acknowledges and understands that
Licensee's Electronic Communications will involve transmission over the
Internet, and over various networks, only part of which may be owned and/or
operated by Licensor. Licensee further acknowledges and understands that
Electronic Communications may be accessed by unauthorized parties when
communicated across the Internet, network communications facilities,
telephone or other electronic means. Licensor is not responsible for any
Electronic Communications and/or Licensee Data which are delayed, lost,
altered, intercepted or stored during the transmission of any data whatsoever
across networks not owned and/or operated by Licensor, including, but not
limited to, the Internet and Licensee's local network. Licensee will also be
responsible for all Electronic Communications, including those containing
business information, account registration, account holder information,
financial information, Licensee Data, and all other data of any kind contained
within emails or otherwise entered electronically through the Service or under
Licensee's account. Licensor will act as though any Electronic Communications it
receives under Licensee's passwords, user name, and/or account number will
have been sent by Licensee.
6.2. Licensee Data
6.2.1. As between Licensor and Licensee, all title and intellectual property rights
in and to the Licensee Data is owned exclusively by Licensee. Licensee
agrees that Licensor may use Licensee data to perform necessary and
reasonable activities during software engineering activities to ensure that
the Service functionality continues to work with Licensee's data.
6.2.2. Licensor will maintain commercially reasonable administrative, physical
and technical safeguards designed for the protection, confidentiality and
integrity of Licensee Data.
6.2.3. Following expiration or termination of any Sales Order and/or this MLA,
Licensor may immediately deactivate the applicable Licensee account(s)
and will be entitled to delete such Licensee account(s) from Licensor's
"live" site following a forty (40) day period, after which Licensor will not
be liable to Licensee nor to any third party for anytermination of Licensee
access to the Service or deletion of Licensee Data.
6.3. HIPAA. Licensee agrees that: (i) Licensor is not acting on Licensee's behalf as a
Business Associate or subcontractor; (ii) the Service may not be used to store,
maintain, process or transmit protected health information ("PHI") and (iii) the
Service will not be used in any manner that would require Licensor or the Service to
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be compliant with the Health Insurance Portability and Accountability Act of 1996, as
amended and supplemented ("HIPAA"). In the preceding sentence, the terms
"Business Associate," "subcontractor," "protected" health information" or "PHI" will
have the meanings described in HIPAA.
7.0. Modifications and Discontinuation of Service
7.1. To the Service. Licensor may make modifications to the Service or particular
components of the Service from time to time and will use commercially
reasonable efforts to notify Licensee of any material modifications. Licensor
reserves the right to discontinue offering the Service at the conclusion of
Licensee's then current subscription term for such Service. Licensor will not be
liable to Licensee nor to any third party for any modification of the Service as
described in this section.
7.2. To Applicable Terms. If Licensor makes a material change to any applicable terms
of this MLA or a Sales Order, then Licensor will notify Licensee by either sending
an email to the notification email address or posting a notice to the administrator
in Licensee's account. If the change has a material adverse impact on Licensee
and Licensee does not agree to the change, Licensee must so notify Licensor via
mcheeini(a)eolansoft.com within thirty (30) days after receiving notice of the
change. If Licensee notifies Licensor as required, then Licensee will remain
governed by the terms in effect immediately prior to the change until the end of
the then current subscription term for the affected Service. If the affected Service
is renewed, it will be renewed under Licensor's then current version of this MLA.
7.3. Suspension for Ongoing Harm. Licensor may with reasonably contemporaneous
telephonic notice to Licensee suspend access to the Service if Licensor reasonably
concludes that Licensee's Service is being used to engage in denial of service
attacks, spamming, or illegal activity, and/or use of Licensee's Service is causing
immediate, material and ongoing harm to Licensor or others. In the extraordinary
event that Licensor suspends access to the Service, Licensor will use commercially
reasonable efforts to limit the suspension to the offending portion of the Service
and work with Licensee to resolve the issues causing the suspension of Service.
Licensee agrees that Licensor will not be liable to Licensee nor to any third party
for any suspension of the Service under such circumstances as described in this
section.
8.0. Third -Party Applications. "Third -Party Applications" include applications, integrations,
services, or implementation, customization and other consulting services related
thereto, that interoperate with the Service and are provided by a party other than
Licensor. Licensor or Third -Party providers may offer Third -Party Applications through
the Service or otherwise related to Licensee's use of the Service. Except as expressly set
forth in the applicable Sales Order, Licensor does not warrant any such Third -Party
Applications, regardless of whether or not such Third -Party Applications are provided by
a Third Party that is a member of a Licensor partner program or otherwise designated
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by Licensor as "Built For Licensor," "certified," "approved" or "recommended." Any
procurement by Licensee of such Third -Party Applications or services is solely between
Licensee and the applicable Third -Party provider. Licensee may not use Third -Party
Applications to enter and/or submit transactions to be processed and/or stored in the
Service, unless Licensee has procured a subscription to the Service for such use and
access. Licensor is not responsible for any aspect of Third -Party Applications that
Licensee may procure or connect to through the Service, or any descriptions, promises
or other information related to the foregoing. If Licensee installs or enables Third -Party
Applications for use with the Service, Licensee agrees that Licensor may enable such
Third -Party providers to access Licensee Data as required for the interoperation of such
Third -Party Applications with the Service, and any exchange of data or other interaction
between Licensee and a Third -Party provider is solely between Licensee and such Third -
Party provider pursuant to a separate privacy policy or other terms governing Licensee's
access to or use of the Third -Party Applications. Licensor will not be responsible for any
disclosure, modification or deletion of Licensee Data resulting from any such access by
Third -Party Applications or Third -Party providers. No procurement of Third -Party
Applications is required to use the Service. If Licensee was referred to Licensor by a
member of one of Licensor's partner programs, Licensee hereby authorizes Licensor to
provide such member or its successor entity with access to Licensor's business
information related to the procurement and use of the Service pursuant to this
Agreement, including but not limited to User names and email addresses, support cases
and billing/payment information.
9.0. Indemnification for Claims Concerning Licensor and Licensee Intellectual Property.
9.1. Infringement. Licensor will, at its own expense, defend Licensee from and
against any and all allegations, threats, claims, suits, and proceedings brought
by third parties (collectively "Claims") alleging that the Service, as used in
accordance with this Agreement, infringes such third party's copyrights or
trademarks, or misappropriates such third party's trade secrets, and will
indemnify Licensee from and against liability, damages, and costs finally
awarded or entered into in settlement (including, without limitation, reasonable
attorneys' fees) (collectively, "Losses') to the extent based upon such a Claim.
However, Licensor will have no liability for, or duty to defend or indemnify
Licensee against, Claims to the extent arising from (a) use of the Service in
violation of this MLA or applicable law, (b) use of the Service after Licensor
notifies Licensee to discontinue use because of an infringement claim, (c)
modifications to the Service not made by Licensor or made by Licensor based on
Licensee specifications or requirements, (d) use of the Service in combination
with any non -Licensor software, application or service, or (e) services offered by
Licensee or revenue earned by Licensee for such services. If a Claim of
infringement as set forth above is brought or threatened, Licensor may, at its
sole option and expense, use commercially reasonable efforts to (a) procure a
license that will protect Licensee against such Claim without cost to Licensee;
(b) modify or replace all or portions of the Service as needed to avoid
infringement, such update or replacement having substantially similar or better
capabilities; or (c) if (a) and (b) are not commercially feasible, terminate this
MLA and refund to the Licensee a pro-rata refund of the subscription fees paid
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for under any applicable Sales Orders for the terminated portion of the term.
The rights and remedies granted Licensee under this Section 8.1 state Licensor's
entire liability, and Licensee's exclusive remedy, with respect to any claim of
infringement of the intellectual property rights of a third party.
9.2. Licensee's Indemnity. To the fullest extent permitted by law, Licensee will, at its
own expense, defend Licensor from and against any and all Claims (i) alleging
that the Licensee Data or any trademarks or service marks, or any use thereof,
infringes the copyright or trademark or misappropriates the trade secrets of a
third party, or has caused harm to a third party, or (ii) arising out of Licensee's
breach of this MLA, and will indemnify Licensor from and against liability for any
Losses to the extent based upon such Claims.
9.3. Indemnification Procedures and Survival. In the event of a Claim within the
purview of these indemnification provisions, the indemnitee shall control its
own defense, and at the time of Claim resolution the indemnitor shall reimburse
the indemnitee for those attorney fees and other defense costs reasonably
incurred in that defense. To the extent that the indemnitee may incur fees and
costs in the defense of claims other than a covered Claim, the indemnitor shall
have no responsibility for such costs. The indemnification obligations contained
in this section will survive for one year after termination or expiration of this
MLA.
10.0. U.S. Government Rights. The Service is a "commercial item" as that term is defined at
FAR 2.101. If Licensee or User is a US Federal Government (Government) Executive
Agency (as defined in FAR 2.101), Licensor provides the Service, including any related
software, technology, technical data, and/or professional services in accordance with
the following: (a) if acquired by or on behalf of any Executive Agency (other than an
agency within the Department of Defense (DoD), the Government acquires, in
accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only
those rights in technical data and software customarily provided to the public as defined
in this MLA; or (b) if acquired by or on behalf of any Executive Agency within the DoD,
the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial
computer software or commercial computer software documentation), only those rights
in technical data and software customarily provided in this MLA. In addition, DFARS
252.227-7015 (Technical Data — Commercial Items) applies to technical data acquired by
DoD agencies. Any Federal Legislative Agency or Federal Judicial Agency will obtain only
those rights in technical data and software customarily provided to the public as set
forth in this MLA. If any Federal Executive Agency, Federal Legislative Agency, or
Federal Judicial Agency has a need for rights not conveyed under the terms described in
this Section, it must negotiate with Licensor to determine if there are acceptable terms
for transferring such rights, and a mutually acceptable written addendum specifically
conveying such rights must be included in any applicable contract or agreement to be
effective. This U.S. Government Rights Section is in lieu of, and supersedes, any other
FAR, DFARS, or other clause, provision, or supplemental regulation that addresses
Government rights in computer software or technical data under this MLA.
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11.0. Termination for Cause, Expiration. Either party may immediately terminate this MLA
and all applicable Sales Orders in the event the other party commits a material breach
of any provision of this MLA which is not cured within thirty (30) days of written notice
from the non -breaching party. Such notice by the complaining party will expressly state
all of the reasons for the claimed breach in sufficient detail so as to provide the alleged
breaching party a meaningful opportunity to cure such alleged breach and will be sent
to the General Counsel of the alleged breaching party at the address listed in the
heading of this MLA (or such other address that may be provided pursuant to this MLA).
Upon termination or expiration of this MLA, Licensee will have no rights to continue use
of the Service. If this MLA is terminated by Licensee for any reason other than a
termination expressly permitted by this MLA, then Licensor will be entitled to all of the
fees due under any applicable Sales Orders for the entire term. If this MLA is terminated
as a result of Licensor's breach of this MLA, then Licensee will be entitled to a refund of
the pro rata portion of any subscription fees paid by Licensee to Licensor under any
applicable Sales Orders for the terminated portion of the term.
12.0. General Provisions on the Integrity of this MLA. Except as otherwise provided herein,
this MLA may only be amended or modified via a writing signed by both Parties. If any
term or provision of this MLA is found to be invalid or unenforceable by a court of
competent jurisdiction, such term or provision will be severed from the remainder of
the MLA, which will otherwise remain in full force and effect. No waiver of any provision
of this MLA will be effective unless in writing and executed by the party waiving the
right. Failure to properly demand compliance or performance will not constitute a
waiver of a party's rights hereunder. The waiver by either party of a breach or right
under this MLA will not constitute a waiver of any subsequent breach or right. This MLA
will be governed by, and construed in accordance with, the substantive laws of the State
of California without regard to conflict of law principles. The federal and state courts
situated in Orange County, California will be the exclusive venue for the resolution of all
disputes related to this MLA. The substantially prevailing party in any dispute arising out
of this Agreement shall be entitled to recover its reasonable attorneys' fees. Neither
party may assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other party (not to be
unreasonably withheld). Notwithstanding the foregoing, either party may assign this
MLA in its entirety, and any related Sales Orders, without consent of the other party, to
an affiliate (defined as any entity which directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with a party to
this MLA, by way of majority voting stock ownership or the ability to otherwise direct or
cause the direction of the management and policies of such party) or in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially all of its
assets not involving a direct competitor of the other party. A party's sole remedy for any
purported assignment by the other party in breach of this paragraph shall be, at the
non -assigning party's election, termination of this MLA and any related Sales
Order/subscription upon written notice to the assigning party. In the event of such a
termination, Licensor will refund to Licensee any prepaid fees covering the remainder of
the term of all subscriptions after the effective date of termination. Subject to the
foregoing, this MLA shall bind and inure to the benefit of the Parties, their respective
successors and permitted assigns; however, unless expressly stated otherwise, nothing
herein is intended to benefit or create any rights in any third parties. As of the effective
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date of this MLA, this MLA sets forth the entire understanding between the Parties,
subject only to subsequently agreed -to Sales Orders, and supersedes all prior
agreements, representations, or promises, written or oral, with respect to the EPR.
This MLA is entered into, and effective as of , by and between e-PlanSoft, a
California Corporation with its principal place of business at 111 Pacifica, Suite 100 Irvine, CA
92618 ("Licensor') and, The City of West Covina ("Licensee'), with its principal place of business
located at 1444 W. Garvey Avenue S. #317, West Covina, CA 91790.
The individual signing this MLA on behalf of Licensee represents and warrants that he / she is
authorized to enter into such agreement on behalf of Licensee.
Licensee
Full name
Title
Signature
Date
e-PlanSoft
Full name
Title
Signature
Date
ATTACHMENT NO. 4
velosimo`
MASTER SUBSCRIPTION AGREEEMENT
January 30, 2019
This Agreement permits Customer to license and use Velosimo's Products and Services (as applicable) pursuant to a Velosimo order
form referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions. This Agreement shall govern
Customer's initial purchase as well as any future purchases made by Customer which reference this Agreement. Velosimo provides
the Products and Services listed on an Order Form on a subscription basis. The term of each Subscription is designated in the
applicable Order Form.
1. Definitions.
1.1. "Confidential Information" means all code, inventions, know-how, business, technical and financial information that one party
("Receiving Party") obtains from the other party ("Disclosing Party"); provided that such information is identified as confidential at
the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the
information disclosed and the circumstances surrounding the disclosure; and provided further that any software, documentation or
technical information provided by Velosimo (or its agents), performance information relating to the Product, and the terms of this
Agreement shall be deemed Confidential Information of Velosimo without any marking or further designation.
1.2. "Customer Data" means electronic data submitted by Customer to a Velosimo Product or created by Customer in the course of
using a Velosimo Product.
1.3. "Documentation" means the online documentation and user guides provided by Velosimo in connection with the license of a
Velosimo Product.
1.4. "Materials" means any materials provided by Velosimo to Customer in connection with the provision of Services.
1.5. "Order Form" means a Velosimo standard ordering document referencing this Agreement and reflecting the Products and
Services provided to Customer.
1.6. "Order Form Effective Date" means the later to occur of (i) Order Form signed by Customer and Velosimo, and (ii) the date of
access granted to the Velosimo Product, if any.
1.7. "Product" means Velosimo's proprietary web -based products and services that may be set forth on an Order Form and
subsequently made available by Velosimo to Customer via the means designated by Velosimo including associated off line
components, as described in the Documentation (but excluding Third Party Components or infrastructure).
1.5. "Services" means professional consulting services purchased by Customer in the applicable Order Form or SOW and relating to
training and assistance with the installation, deployment, or usage of Velosimo Products.
1.9. "SOW" means a Statement of Work between Velosimo and Customer with respect to Services.
1.10. "Subscription" means the Customer's right to access and use the relevant Velosimo Product and Support and Maintenance on
a subscription basis, as and to the extent listed on a mutually executed Order Form.
1.11. "Subscription Term" means the duration of a Subscription as set forth on an Order Form or as specified in Section 3.1.
1.12. "Support and Maintenance" means the applicable support and maintenance services as identified in the Order Form.
1.13. 'Term" means the period commencing as of the Order Form Effective Date and expiring on the day that the last Subscription
Term under this Agreement terminates.
1.14. 'Third Party Components" means online applications and offline software that are provided by entities or individuals other
than Velosimo and that interoperate with the Velosimo Product.
1.15. "Users" means the Customer's employees and contractors which are authorized by Customer to access and use the Velosimo
Product purchased under an Order Form.
1.16. "Warranty Period" means a period of thirty (30) days following the commencement of the relevant Subscription Term.
velosimo'
2. License(s); Ownership.
2.1. License and Use. Velosimo will make the Product available to Customer and its users pursuant to this Agreement and the
relevant Order Forms during the Subscription Term. Subject to the terms and conditions of this Agreement and the relevant Order
Form(s), Velosimo grants Customer a limited, worldwide, non -assignable and non-exclusive license during the relevant Subscription
Term to access and use the Products and Services in accordance with the terms of this Agreement.
2.2. Restrictions. Customer will not (i) permit any third party to access the Products except as permitted herein and in the relevant
Order Form, (ii) create derivate works based on the Products, (III) copy, frame or mirror any part or content of the Products, (iv)
decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products, in whole or in
part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source
code of the Products or encourage or permit others to do so (except and only to the extent that applicable law prohibits or restricts
reverse engineering restrictions), (v) access the Products in order to (a) build a competitive product or service, or (b) copy any
features, functions or graphics of the Products, (vi) sell, resell, rent or lease the Products beyond the scope of the applicable Order
Form, (vii) use the Products to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or
transmit material in violation of third -party privacy rights (or otherwise use the Products in violation of the Documentation or any
Velosimo terms of service), (viii) store or transmit virus or other malicious code through the Products, (ix) interfere with or disrupt
the integrity or performance of the Products or third -party products or data contained therein, or (x) attempt to gain unauthorized
access to the Products or their related systems or networks. Customer acknowledges that Customer is solely responsible for
complying with, and covenants to comply with, all laws applicable to Customer and to Customer's use of the Products, including
without limitation all laws and regulations relating to the protection and non -disclosure of Customer Data. Without limiting the
generality of the foregoing, the Customer is solely responsible for using the Products in compliance with any applicable data privacy
or personally identifiable information laws and regulations.
2.3. AWS Terms. Velosimo uses the Amazon Web Service ("AWS") cloud infrastructure for its Products. Customer acknowledges the
use of Velosimo Products is subject to the terms and limitations set forth in the AWS Customer
Agreement: http://aws.amazon.com/agreement/.
2.4. Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided
under a fully paid Subscription, Velosimo and its suppliers have and will retain all right, title and interest in and to the Products
(including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies,
modifications and derivative works thereof. Customer acknowledges that it is obtaining only a limited license right to access and use
(as the case may be) the Products and that irrespective of any use of the words "purchase," "sale," or like terms hereunder no
ownership rights are being conveyed to Customer under this Agreement or otherwise. In addition, Velosimo will have a royalty -free,
worldwide, irrevocable, perpetual license to use for any purpose any suggestions, enhancement requests, recommendations or
other feedback provided by Customer, including Users, relating to the Products.
2.5. Services Work Product. Customer shall have a license right to use or access any work product or Materials delivered as part of
the Services, solely for its internal business purposes and solely in connection with the Products regarding which the Services were
commissioned. Other than the limited license described in the prior sentence, Velosimo shall retain all right, title and interest in and
to any such Materials and Services work product and any derivative, enhancement or modification thereof and Customer maintains
ownership of its Confidential Information.
3. Subscription Term; Payment.
3.1. Subscription Term and Renewals. Unless otherwise designated in the Order Form, the term of any Subscription shall be one (1)
year commencing on the Order Form Effective Date of the applicable Order Form. Each Subscription Term shall automatically renew
for subsequent periods of the same length as the initial Subscription Term unless either party gives the other written notice of
termination at least thirty (30) days prior to expiration of the then -current Subscription Term. The rates for any Subscription Term
are as specified on the applicable Order Form, and renewals or additional Subscriptions shall be at Velosimo's then -current list
Subscription rates, unless specifically provided in an Order Form.
3.2. Payment Terms. All fees are as set forth in the applicable Order Form and SOW are due upon receipt of invoice and shall be paid
by Customer thirty (30) days from invoice unless otherwise specified in the applicable Order Form or SOW. Customer shall be
responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of
Velosimo). Fees are non-refundable upon payment. Payments will be made without right of set-off or chargeback. Any late
payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law,
velosimo'
whichever is less. If payment of any fee is overdue, Velosimo may also suspend provision of (as the case maybe) the Products or
Services until such delinquency is corrected.
4. Support & Maintenance.
During the time that Customer has paid the applicable Subscription fees, Velosimo shall provide Support and Maintenance during
the Subscription Term in accordance with Velosimo's then -current standard support policies. Customer agrees to provide Velosimo
with such cooperation, materials, information, access and support which Velosimo deems to be reasonably required to allow
Velosimo to successfully provide the Products, and Support and Maintenance. Customer understands and agrees that Velosimo's
obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and
support.
5. Third Party Components.
Under this Agreement Velosimo provides only the Products and Services and Support and Maintenance with respect to each of the
Products. Velosimo does not provide any warranty on, and does not provide Support and Maintenance on, the Third Party
Components. Customer may need to license, modify and install Third Party Components. Velosimo may provide Customer with links
and instructions for obtaining Third Party Components or provide access to them (e.g., through Velosimo cloud connectors), but it is
Customer's sole responsibility to properly license and install any required Third Party Components from the relevant third party
providers. Velosimo will have no liability with respect to any Third Party Components. If applicable, prior to Velosimo starting any
Services that require the use of Third Party Components, Customer will provide documentation to Velosimo confirming that
Customer can provide the rights necessary to allow Velosimo to modify the Third Party Solution Component software if necessary.
6. Services.
Velosimo shall provide the Services purchased in the applicable Order Form or SOW, as the case may be. Services may be ordered
by Customer pursuant to an SOW describing the work to be performed, fees and any applicable milestones, dependencies and other
technical specifications or related information. Each SOW must be signed by both parties before Velosimo shall commence work
under such SOW. If the parties do not execute a separate Statement of Work, the Services shall be provided as stated on the Order
Form.
7. Term and Termination.
7.1. Term and Termination. This Agreement is effective during the Term. Either party may terminate this Agreement (including all
related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written
notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust
deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and
not dismissed within 60 days thereafter)).
7.2. Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) any amounts owed to Velosimo
under this Agreement before such termination will be immediately due and payable; (b) Customer shall cease any and all use of the
Products, and destroy all copies of the latter and so certify to Velosimo in writing; (c) each party will return to the other party the
Confidential Information of the other party that it obtained during the course of this Agreement; and (d) Customer must certify in
writing to Velosimo that it has returned or destroyed all Velosimo Confidential Information.
7.3. Suspension of Products. In addition to its other rights under this Section 4, Velosimo may suspend or terminate Customer's
access to the Products upon written notice in order to: (a) prevent damage to or degradation of, the Products caused by Customer;
or (b) comply with any law, regulation, court order, or other governmental request or order which requires immediate action. If
suspended, Velosimo will promptly restore use of the Products to Customer as soon as the event giving rise to the suspension has
been resolved to Velosimo's satisfaction.
7.4. Survival. Sections 2.2, 2.4, 8, 9, 10, 11 and 12 shall survive any termination or expiration of this Agreement.
8. Warranties.
8.1. Limited Warranties. Velosimo warrants, for Customer's benefit only, that during the Warranty Period, the Product shall perform
materially in accordance with the Documentation. If during the Warranty Period the Products do not perform materially in
accordance with the Documentation, Velosimo's sole liability (and Customer's sole and exclusive remedy) for any breach of this
warranty shall be for Velosimo to correct the defects in the Products. Customer acknowledges that the Products are subscription -
based and that, in order to provide improved customer experience, Velosimo may make changes to the Products and that in such
event, Velosimo will update the Documentation accordingly.
velosimo`
8.2. With respect to Services, Velosimo warrants only that the relevant Services will be performed consistent with generally
recognized commercial practices and standards for similar services. If the Services do not conform to such warranty, Velosimo will
re -perform the non -conforming Services. These remedies are Customer's sole and exclusive remedies for breach of the relevant
warranty and are Velosimo's sole and exclusive liability for breach of such warranty.
8.3. Warranty Exclusions. The limited warranties set forth above, are made to and for the benefit of Customer only. The warranties
will apply only if (a) the relevant Velosimo product has been properly installed and used in accordance with the instructions in the
applicable Documentation; (b) no modification, alteration or addition has been made to the relevant Velosimo product by anyone
other than Velosimo; and (c) Velosimo receives written notification of the breach during the Warranty Period, and in the case of
Services, within ten (10) days following the performance of the relevant Services. The above warranties shall not apply: (i) to defects
in the Velosimo product due to negligence, abuse or improper use by Customer; or (ii) items provided on a no charge or evaluation
basis.
8.4. DISCLAIMER OF WARRANTIES.
VELOSIMO'S WARRANTIES IN THIS SECTION 8 ARE EXCLUSIVE, AND VELOSIMO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS, STATUTORY OR IMPLIED, AS TO THE TRANSACTIONS CONTEMPLATED HEREBY AND THE TECHNOLOGY AND SERVICES TO BE
PROVIDED HEREUNDER (OR ANY RESULTS TO BE OBTAINED FROM THE USE THEREOF), INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY, NON -INFRINGEMENT,
COMPLETENESS AND ORIGINALITY AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND
USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE LAW OF ANY JURISDICTION.
9. Limitation of Liability and Damages.
VELOSIMO SHALL NOT BE LIABLE FOR (1) ANY COST OF COVER OR ANALOGOUS COSTS RELATED TO THE PROCUREMENT OF
REPLACEMENT SERVICES; OR (II) ANY LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, VELOSIMO'S TOTAL AGGREGATE LIABILITY UNDER THIS
AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE FEES ACTUALLY PAID BY
CUSTOMER TO VELOSIMO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
DATE OF THE CLAIM.
10. Indemnification.
10.1. Indemnity by Velosimo. Subject to the remainder of this Section 10, Velosimo shall defend Customer against any third party
claim that the Product(s) infringes such third party's patent or copyright (an "Infringement Claim"), and indemnify Customer from
the resulting costs and damages awarded against Customer to the third party making such Infringement Claim, by a court of
competent jurisdiction or agreed to in settlement; provided that Customer: (i) notifies Velosimo promptly in writing of such
Infringement Claim, (ii) grants Velosimo sole control over the defense and settlement thereof, and (iii) reasonably cooperates in
response to a Velosimo request for assistance. Velosimo will have the exclusive right to defend any such Infringement Claim and
make settlements thereof at its own discretion, and Customer may not settle or compromise such Infringement Claim, except with
prior written consent of Velosimo.
10.2.Options. Should any Products become, or in Velosimo's opinion be likely to become, the subject of such an Infringement
Claim, Velosimo shall, at its option and expense, (a) procure for Customer the right to make continued use of Products, (b) replace or
modify such so that it becomes non -infringing, or (c) request termination of the access to the Products and upon such request the
corresponding licenses shall be terminated and Velosimo shall refund the price paid by Customer for the Subscription Term in which
the Infringement Claim was asserted, less a pro rata portion of the Subscription fee reflecting that portion of the Subscription Term
that was fulfilled prior to termination.
10.3. Exclusions. Velosimo will have no obligation for claims of infringement resulting from (i) any modification of the Software by a
party other than Velosimo if such infringement would have been avoided in the absence of such modifications; (ii) Customer's
failure, within a reasonable time frame, to implement any replacement or modification of the Products provided by Velosimo; (iii)
any combination, operation, or use of the Products with any products, equipment, software, hardware, data, or business processes
not supplied by Velosimo, including without limitation Third Party Components and Customer Data, if such infringement would not
have occurred without the combination (iv) use for a purpose or in a manner for which the Products were not designed, (v) any
.,
velosimo`
intellectual property right owned or licensed by Customer, excluding the Products, (vi) Customer using the Products after Velosimo
notifies Customer to discontinue using due to such a claim.
10.4. Indemnity by Customer. Customer shall defend Velosimo against any third party Infringement Claim to the extent that they
arise from any combination of Velosimo Products with products, data or business processes not supplied by Velosimo, and
indemnify Velosimo for any damages, attorney fees and costs finally awarded against Velosimo as a result of, or for any amounts
paid by Velosimo under a court -approved settlement of, an Infringement Claim against Velosimo; provided that Velosimo (a)
promptly gives Customer written notice of the Infringement Claim against Velosimo; (b) gives Customer sole control of the defense
and settlement of the Infringement Claim against Velosimo (provided that Customer may not settle any Infringement Claim against
Velosimo unless the settlement unconditionally releases Velosimo of all liability); and (c) provides to Customer all reasonable
assistance, at Customer's expense.
10.5. Limitation. THIS SECTION STATES THE PARTIES SOLE AND EXCLUSIVE REMEDY AND ENTIRE LIABILITY FOR INFRINGEMENT
CLAIMS.
11. Confidential Information.
11.1. Non -Disclosure and Non -Use. Each party (a) shall treat as confidential all Confidential Information of the other party; (b) shall
not disclose such Confidential Information to any third party, except on a "need to know' basis to third parties that have signed a
non -disclosure agreement containing substantially the terms of this Agreement; and (c) shall not use such Confidential Information
except in connection with performing its obligations or exercising its rights under this Agreement.
11.2. Exceptions. Confidential Information will not include any information which (i) was publicly known and made generally
available prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the
possession of the receiving party at the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach
of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference
to the disclosing party's Confidential Information; or (vi) is required by law to be disclosed by the receiving party, provided that the
receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in
obtaining an order protecting the information from public disclosure.
11.3. For the Products, Velosimo does not directly store, monitor, track, or inspect Customer Data, including personally identifiable
information (PII), and personal healthcare information (PHI). Customer may configure the appropriate software settings based on
Customer's use and security standards. Velosimo will not (a) modify Customer Data, (b) disclose Customer Data except as compelled
by law or as expressly permitted in writing by Customer, or (c) access Customer Data, except to access to address service or technical
problems. Any exchange of data between Customer and any Third -Party Components Components (or by Customer between two
or more Third Party Components), is solely between Customer and the applicable provider of the Third -Party Components.
12. General
12.1. Severability. If a provision of this Agreement is deemed unenforceable or invalid, that provision shall be limited to the
minimum extent necessary so that this Agreement shall otherwise remain in effect.
12.2. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United
States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to the subject matter
hereof shall be the California state and United States federal courts located in San Francisco, California, and both parties irrevocably
consent to such personal jurisdiction of such courts and waive all objections thereto. The prevailing party in any action to enforce
this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.
12.3. Notices. Any notice hereunder shall be in writing to the notice address set forth above and shall be deemed given: (i) upon
receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day
after it is sent if by next day delivery by a major commercial delivery service.
12.4. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in
writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to
exercise rights under this Agreement. No provision of any purchase order or other business form employed by Customer will
supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for
administrative purposes only and shall have no legal effect.
12.5. Injunctive Relief. Both parties acknowledge that the disclosure of any aspect of the confidential information of the other party
shall immediately give rise to continuing irreparable injury to the non -disclosing party inadequately compensable in damages at law
velosimo`
and without prejudice to any other remedy available to the non -disclosing party, and shall entitle the non -disclosing party to seek
injunctive relief.
12.6. Assignment, Subcontracting. Neither party may assign this Agreement in whole or in part without the prior written consent of
the other party except to the acquirer of substantially all of the assigning party's assets and business by merger or purchase who
assumes that party's obligations under this Agreement. Velosimo reserves the right to delegate or subcontract its obligations under
this Agreement to third parties but remains responsible for the acts and omissions of its subcontractors. Customer may not assign its
rights under the Agreement to a new or different agency entity which has the effect of creating a substantive change or increase in
use or capacity requirements or creates use is a new jurisdiction.
12.7. Force Majeure. No delay or failure of Velosimo to perform any of its obligations under the Agreement may be considered a
breach of this Agreement if it results from any cause beyond its control including, without limitation, any act of God, earthquake,
hurricane, flood, fire, natural catastrophe, severe weather, public emergency, accident, third party strike, lock -out or other dispute,
riot, civil commotion, insurrection, or third party equipment or system failure (including any failure of access circuits (other than
those caused solely by Velosimo), the unavailability of, or interruption or delay in, telecommunications, power or other third party
system, or any failure of third party software (in each case, a "Force Majeure Event").
12.8. Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created or may be inferred by
the existence or performance of this Agreement, and neither party has any authority to bind the other in any respect whatsoever.
12.9. Customer Acknowledgement. Customer agrees that Velosimo may from time to time identify Customer (with Customer's
name, logo, or trademark) as a Velosimo customer in or on Velosimo's website, sales and marketing materials, or press releases.
Velosimo may not use Customer's name, logo, or trademark for any other purpose without obtaining Customer's prior written
consent.
Signatures
Silver Lining Solutions, LLC.
Agency
Signature:
Signature:
Print Name: Eric A. Koontz
Print Name:
Title: President
Title:
Date:
Date:
ATTACHMENT NO. 5
RESOLUTION NO. 2022-125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, ADOPTING A BUDGET
AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2022 AND ENDING JUNE 30, 2023 (LAND
MANAGEMENT SOFTWARE)
WHEREAS, on April 19, 2022, the City Manager presented to the City Council a
proposed budget for Fiscal Year 2022-23 in compliance with Section 2-151(m) of the
West Covina Municipal Code; and
WHEREAS, following the initial presentation of the proposed budget for Fiscal
Year 2022-23, the City held meetings and community workshops and conducted an online
budget survey in order to solicit input from the public regarding the proposed budget; and
WHEREAS, on June 7, 2022, the City Council adopted a budget for the 2022-2023
Fiscal Year; and
WHEREAS, amendments must periodically be made to the budget to conform to
changed circumstances following adoption of the budget.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA,
CALIFORNIA DOES RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves Budget Amendment No. 2023-
010, attached hereto as Exhibit A, for Fiscal Year 2022-23.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall
enter the same in the book of original resolutions and it shall become effective
immediately.
APPROVED AND ADOPTED this 6th day of December, 2022.
Dario Castellanos
Mayor
APPROVED AS TO FORM
Thomas P. Duarte
City Attorney
ATTEST
Lisa Sherrick
Assistant City Clerk
I, LISA SHERRICK, Assistant City Clerk of the City of West Covina, California, do
hereby certify that the foregoing Resolution No. 2022-125 was duly adopted by the City
Council of the City of West Covina, California, at a regular meeting thereof held on the
6th day of December, 2022, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick
Assistant City Clerk
Mm rrKa
City of West Covina
Fiscal Year2022-23
Budget Amendment No. 2023-010
Land Management Software
Fund Name
Information Technology Fund (162)
Revenue
Expenditures
Current
Budget
64,200
372,851
Proposed
Amendment
326,700
53,000
Amended
Budget
[C)r'I1110.10 ,
425,851
Revenue less Expenditures (308,651) 273,700 (34,951)